BYLAWS
OF
B MEADOWS, INC.
A CALIFORNIA CORPORATION
ARTICLE I
OFFICES
SECTION 1. PRINCIPAL OFFICE.
The principal office for the transaction of business of the Corporation
is hereby fixed and located at 17835 Ventura Boulevard, Suite 206, Encino,
California 91316, City of Encino, County of Los Angeles, State of California.
The location may be changed by approval of a majority of the authorized
Directors, and additional offices may be established and maintained at such
other place or places, either within or without California, as the Board of
Directors may from time to time designate.
SECTION 2. OTHER OFFICES.
Branch or subordinate offices may at any time be established by the Board of
Directors at any place or places where the Corporation is qualified to do
business.
ARTICLE II
DIRECTORS MANAGEMENT
SECTION 1. RESPONSIBILITY OF BOARD OF DIRECTORS.
Subject to the provisions of the General Corporation Law and to any
limitations in the Articles of Incorporation of the Corporation relating to
action required to be approved by the Shareholders, as that term is defined in
Section 153 of the California Corporations Code, or by the outstanding shares,
as that term is defined in Section 152 of the code, the business and affairs of
the Corporation shall be managed and all corporate powers shall be exercised by
or under the direction of the Board of Directors. The Board may delegate the
management of the day-to-day operation of the business of the Corporation to a
management company or other person, provided
that the business and affairs of the Corporation shall be managed and all
corporate powers shall be exercised under the ultimate direction of the Board.
SECTION 2. STANDARD OF CARE.
Each Director shall perform the duties of a Director, including the
duties as a member of any committee of the Board upon which the Director may
serve, in good faith, in a manner such Director believes to be in the best
interests of the Corporation, and with such care, including reasonable inquiry,
as any ordinary prudent person in a like position would use under similar
circumstances. (Sec. 109)
SECTION 3. EXCEPTION FOR CLOSE CORPORATION.
Notwithstanding the provisions of Section 1, in the event that this
Corporation shall elect to become a close. corporation as defined in Sec. 158,
its Shareholders may enter into a Shareholders' Agreement as defined in Sec.
186. Said agreement may provide for the exercise of corporate powers and the
management of the business and affairs of this corporation by the shareholders,
provided, however, such agreement shall, to the extent and so long as the
discretion or the powers of the Board in its management of corporate affairs is
controlled by such agreement, impose upon each Shareholder who is a party
thereof, liability for managerial acts performed or omitted by such person
pursuant thereto otherwise imposed upon directors as provided in Sec. 300 (d);
and the Directors shall be relieved to that extent from such liability.
SECTION 4. NUMBER AND QUALIFICATION OF DIRECTORS.
The authorized number of directors shall be one (1) until changed by a
duly adopted amendment to the Articles of Incorporation or by an amendment to
this Bylaw adopted by the vote or written consent of holders of a majority of
the outstanding shares entitled to vote, as provided in Sec. 212.
SECTION 5. ELECTION AND TERM OF OFFICE OF DIRECTORS.
Directors shall be elected at each annual meeting of the shareholders
to hold office until the next annual meeting. Each Director, including a
director elected to fill a vacancy, shall hold office until the expiration of
the term for which elected and until a successor has been elected and qualified.
SECTION 6. VACANCIES.
Vacancies in the Board of Directors may be filled by a majority of the
remaining directors, though less than a quorum, or by a sole remaining Director,
except that a vacancy created by the removal of a Director by the vote or
written consent of the shareholder or by court order may be filled only by the
vote of a majority of the shares entitled to vote represented at a duly held
meeting at which a quorum is present, or by the written consent of a majority of
the outstanding shares entitled to vote. Each Director so elected shall hold
office until the next annual meeting of the shareholders and until a successor
has been elected and qualified.
A vacancy or vacancies in the Board of Directors shall be deemed to
exist in the event of the death, resignation, or removal of any Director, or if
the Board of Directors by resolution declares vacant the office of a Director
who has been declared of unsound mind by an order of court or convicted of a
felony, or if the authorized number of Directors is increased, or if the
Shareholders fail, at any meeting of Shareholders at which any Director or
Directors are elected, to elect the number of directors to be voted for at that
meeting.
The Shareholders may elect a Director or Directors at any time to fill
any vacancy or vacancies not filled by the Directors, but any such election by
written consent shall require the consent of a majority of the outstanding
shares entitled to vote.
Any director may resign effective on giving written notice to the
Chairman of the Board, the President, the Secretary, or the Board of Directors,
unless the notice specifies a later time for that resignation to become
effective. If the resignation of a Director is effective at a future time, the
Board of Directors may elect a successor to take office when the resignation
becomes effective.
No reduction of the authorized number of directors shall have the
effect of removing any Director before that Director's term of office expires.
SECTION 7. REMOVAL OF DIRECTORS.
The entire Board of Directors or any individual director may be removed
from office as provided by Secs. 302, 303 and 304 of the Corporations Code of
the State of California. In such case, the remaining Board members may elect a
successor Director to fill such vacancy for the remaining unexpired term of the
Director so removed.
SECTION 8. NOTICE, PLACE AND MANNER OF MEETINGS.
Meetings of the Board of Directors may be called by the Chairman of the
Board, or the President, or any Vice President, or the Secretary, or any two (2)
Directors and shall be held at the principal executive office of the
Corporation, unless some other place is designated in the notice of the meeting.
Members of the Board may participate in a meeting through use of a conference
telephone or similar communications equipment so long as all members
participating in such a meeting can hear one another. Accurate minutes of any
meeting of the Board or any committee thereof, shall be maintained as required
by Sec. 1500 of the Code by the Secretary or other Officer designed for that
purpose.
SECTION 9. ORGANIZATION MEETINGS.
The organization meetings of the Board of Directors shall be held
immediately following the adjournment of the annual meetings of the
Shareholders.
SECTION 10. OTHER REGULAR MEETINGS.
Regular meetings of the Board of Directors shall be held at the
corporate offices, or such other place as may be designated by the Board of
Directors, as follows:
Time of Regular Meeting: 10: 00 a.m.
Date of Regular Meeting: June 1st
If said day shall fall upon a holiday, such meetings shall be held on
the next succeeding business day thereafter. No notice need be given of such
regular meetings.
SECTION 11. SPECIAL MEETINGS-NOTICES-WAIVERS.
Special meetings of the Board may be called at any time by the
President or, if he or she is absent or unable or refused to act, by any Vice
President or the Secretary or by any two (2) directors, or by one (1) Director
if only one is provided.
At least forty-eight (48) hours notice of the time and place of special
meetings shall be delivered personally to the directors or personally
communicated to them by a corporate Officer by telephone or telegraph. If the
notice is sent to a Director by letter, it shall be addressed to him or her at
his or her address as it is shown upon the records of the corporation, or if it
is not so shown on such records or is not readily ascertainable, at the place in
which the meeting of the Directors are regularly held. In case such notice is
mailed, it shall be deposited in the United
States mail, postage prepaid, in the place in which the principal executive
office of the Corporation is located at least four (4) days prior to the time of
the holding of the meeting. Such mailing, telegraphing, telephoning or delivery
as above provided shall be due, legal and personal notice to such Director.
When all of the Directors are present at any Directors' meeting,
however called or noticed, and either (i) sign a written consent thereto on the
records of such meeting, or, (ii) if a majority of the Directors are present and
if those not present sign a waiver of notice of such meeting or a consent to
holding the meeting or an approval of the minutes thereof, whether prior to or
after the holding of such meeting, which said waiver, consent or approval shall
be filed with the Secretary of the Corporation, or, (iii) if a Director attends
a meeting without notice but without protesting, prior thereto or at its
commencement, the lack of notice, then the transactions thereof are as valid as
if had at a meeting regularly called and noticed.
SECTION 12. SOLE DIRECTOR PROVIDED BY ARTICLE OF INCORPORATION OR
BYLAWS.
In the event only one (1) Director is required by the Bylaws or
Articles of Incorporation, then any reference herein to notices, waivers,
consents, meetings or other actions by a majority or quorum of the Directors
shall be deemed to refer to such notice, waiver, etc., by such sole Director,
who shall have all the rights and duties and shall be entitled to exercise all
of the powers and shall assume all the responsibilities otherwise herein
described as given to a Board of Directors.
SECTION 13. DIRECTORS ACTION BY UNANIMOUS WRITTEN CONSENT.
Any action required or permitted to be taken by the Board of Directors
may be taken without a meeting and with the same force and effect as if taken by
a unanimous vote of Directors, if authorized by a writing signed individually or
collectively by all members of the Board. Such consent shall be filed with the
regular minutes of the Board.
SECTION 14. QUORUM.
A majority of the number of Directors as fixed by the Articles of
Incorporation or Bylaws shall be necessary to constitute a quorum for the
transaction of business, and the action of a majority of the Directors present
at any meeting at which there is a quorum, when duly
assembled, is valid as a corporation act; provided that a minority of the
Directors, in the absence of a quorum, may adjourn from time to time, but may
not transact any business. A meeting at which a quorum is initially present may
continue to transact business, notwithstanding the withdrawal of directors, if
any action taken is approved by a majority of the required quorum for such
meeting.
SECTION 15. NOTICE OF ADJOURNMENT.
Notice of the time and place of holding an adjourned meeting need not
be given to absent Directors if the time and place be fixed at the meeting
adjourned and held within twenty-four (24) hours, but if adjourned more than
twenty-four (24) hours, notice shall be given to all Directors not present at
the time of the adjournment.
SECTION 16. COMPENSATION OF DIRECTORS.
Directors, as such, shall not receive any stated salary for their
services, but by resolution of the Board a fixed sum and expense of attendance,
if any, may be allowed for attendance at each regular and special meeting of the
Board; provided that nothing herein contained shall be construed to preclude any
Director from serving the Corporation in any other capacity and receiving
compensation therefor.
SECTION 17. COMMITTEES.
Committees of the Board may be appointed by resolution passed by a
majority of the whole Board. committees shall be composed of two (2) or more
members of the Board, and shall have such powers of the Board as may be
expressly delegated to it by resolution of the Board of Directors, except those
powers expressly made non-delegable by Sec. 311.
SECTION 18. ADVISORY DIRECTORS.
The Board of Directors from time to time may elect one or more persons
to be Advisory Directors who shall not by such appointment be members of the
Board of Directors. Advisory Directors shall be available from time to time to
perform special assignments specified by the President, to attend meetings of
the Board of Directors upon invitation and to furnish consultation to the Board.
The period during which the title shall be held may be prescribed by the Board
of Directors. If no period is prescribed, the title shall be held at the
pleasure of the Board.
SECTION 19. RESIGNATIONS.
Any Director may resign effective upon giving written notice to the
Chairman of the Board, the President, the Secretary or the Board of Directors of
the Corporation, unless the notice specifies a later time for the effectiveness
of such resignation. If the resignation is effective at a future time, a
successor may be elected to take office when the resignation becomes effective.
ARTICLE III
OFFICERS
SECTION 1. OFFICERS.
The officers of the Corporation shall be a President, a Secretary, and
a Chief Financial Officer. The Corporation may also have, at the discretion of
the Board of Directors, a Chairman of the Board, one or more Vice Presidents,
one or more Assistant Secretaries, one or more Assistant Treasurers, and such
other Officers as may be appointed in accordance with the provisions of Section
3 of this Article III. Any number of offices may be held by the same person.
SECTION 2. ELECTION.
The Officers of the Corporation, except such Officers as may be
appointed in accordance with the provisions of Section 3 or Section 5 of this
Article, shall be chosen annually by the Board of Directors, and each shall hold
office until he or she shall resign or shall be removed or otherwise
disqualified to serve, or a successor shall be elected and qualified.
SECTION 3. SUBORDINATE OFFICERS, ETC.
The Board of Directors may appoint such other Officers as the business
of the corporation may require, each of whom shall hold office for such period,
have such authority and perform such duties as are provided in the Bylaws or as
the Board of Directors may from time to time determine.
SECTION 4. REMOVAL AND RESIGNATION OF OFFICERS.
Subject to the rights, if any, of an Officer under any contract of
employment, any Officer may be removed, either with or without cause, by the
Board of Directors, at any regular or special
meeting of the Board, or, except in case of an Officer chosen by the Board of
Directors, by any Officer upon whom such power of removal may be conferred by
the Board of Directors.
Any Officer may resign at any time by giving written notice to the
Corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless otherwise
specified in that notice, the acceptance of the resignation shall not be
necessary to make it effective. Any resignation is without prejudice to the
rights, if any, of the corporation under any contract to which the Officer is a
party.
SECTION 5. VACANCIES.
A vacancy in any office because of death, resignation, removal,
disqualification or any other cause shall be filled in the manner prescribed in
the Bylaws for regular appointments to that office.
SECTION 6. CHAIRMAN OF THE BOARD.
The Chairman of the Board, if such an Officer be elected, shall, if
present, preside at meetings of the Board of Directors and exercise and perform
such other powers and duties as may be from time to time assigned by the Board
of directors or prescribed by the Bylaws. If there is no President, the Chairman
of the Board shall in addition be the Chief Executive Officer of the corporation
and shall have the powers and duties prescribed in Section 7 of this Article
III.
SECTION 7. PRESIDENT.
Subject to such supervisory powers, if any, as may be given by the
Board of Directors to the Chairman of the Board, if there be such an Officer,
the President shall be the Chief Executive Officer of the corporation and shall,
subject to the control of the Board of Directors, have general supervision,
direction and control of the business and Officers of the Corporation. He or she
shall preside at all meetings of the Shareholders and in the absence of the
Chairman of the Board, or if there be none, at all meetings of the Board of
Directors. The President shall be ex officio, a member of all the standing
committees, including the Executive Committee, if any, and shall have the
general powers and duties of management usually vested in the office of
President of a corporation, and shall have such other powers and duties as may
be prescribed by the Board of Directors or the Bylaws.
SECTION 8. VICE PRESIDENT.
In the absence or disability of the President, the Vice Presidents, if
any, in order of their rank as fixed by the Board of Directors, or if not
ranked, the Vice President designated by the Board of Directors, shall perform
all the duties of the President, and when so acting shall have all the powers
of, and be subject to, all the restrictions upon, the President. The Vice
President shall have such other powers and perform such other duties as from
time to time may be prescribed for them respectively by the Board of Directors
or by the Bylaws.
SECTION 9. SECRETARY.
The Secretary shall keep, or cause to be kept, a book of minutes at the
principal office or such other place as the Board of Directors may order, of all
meetings of Directors and Shareholders, with the time and place of holding,
whether regular or special, and if special, how authorized, the notice thereof
given, the names of those present at Directors' meetings, the number of shares
present or represented at Shareholders' meetings and the proceedings thereof.
The Secretary shall keep, or cause to be kept, at the principal office
or at the office of the Corporation's transfer agent, a share register, or
duplicate share register, showing the names of the Shareholders and their
addresses; the number and classes of shares held by each; the number and date of
certificates issued for the same; and the number and date of cancellation of
every certificate surrendered for cancellation.
The Secretary shall give, or issue cause to be given, a notice of all
the meetings of the Shareholders and of the Board of Directors required by the
Bylaws or by law to be given. He or she shall keep the seal of the Corporation
in safe custody, and shall have such other powers and perform such other duties
as may be prescribed by the Board of Directors or by the Bylaws.
SECTION 10. CHIEF FINANCIAL OFFICER.
The Chief Financial Officer shall keep and maintain, or cause to be
kept and maintained in accordance with generally accepted accounting principles,
adequate and correct accounts of the properties and business transactions of the
Corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, earnings (or surplus) and shares. The
books of account shall at all reasonable times be open to inspection by any
Director.
This Officer shall deposit all moneys and other valuables in the name
and to the credit of the Corporation with such depositories as may be designated
by the Board of Directors. He or she shall disburse the funds of the Corporation
as may be ordered by the Board of Directors, and shall render to the President
and Directors, whenever they request it, an account of all his or her
transactions and of the financial condition of the Corporation, and shall have
such other powers and perform such other duties as may be prescribed by the
Board of Director or the Bylaws.
ARTICLE IV
SHAREHOLDERS' MEETINGS
SECTION 1. PLACE OF MEETINGS.
All meetings of the Shareholders shall be held at the principal
executive office of the Corporation unless some other appropriate and convenient
location be designated for that purpose from time to time by the Board of
Directors.
SECTION 2. ANNUAL MEETINGS.
The annual meetings of the shareholders shall be held, each year, at
the time and on the day following:
Time of Meeting: 10:00 a.m.
Date of Meeting: June 1st
If this day shall be a legal holiday, then the meeting shall be held on
the next succeeding business day, at the same hour. At the annual meeting, the
Shareholder shall elect a Board of Directors, consider reports of the affairs of
the corporation and transact such other business as may be properly brought
before the meeting.
SECTION 3. SPECIAL MEETINGS.
Special meetings of the Shareholders may be called at any time by the
Board of Directors, the Chairman of the Board, the President, a Vice President,
the Secretary, or by one or more Shareholders holding not less than one-tenth
(1/10) of the voting power of the Corporation. Except as next provided, notice
shall be given as for the annual meeting.
Upon receipt of a written request addressed to the Chairman, President,
Vice President, or Secretary, mailed or delivered personally to such Officer by
any person (other than the Board)
entitled to call a special meeting of Shareholders, such Officer shall cause
notice to be given, to the Shareholders entitled to vote, that meeting will be
held at a time requested by the person or persons calling the meeting, not less
than thirty-five (35) nor more than sixty (60) days after the receipt of such
request. If such notice is not given within twenty (20) days after receipt of
such request, the persons calling the meeting may give notice thereof in the
manner provided by these Bylaws or apply to the Superior Court as provided in
Sec. 305 (c).
SECTION 4. NOTICE OF MEETING-REPORTS.
Notice of meetings, annual or special, shall be given in writing not
less than ten (10) nor more than sixty (60) days before the date of the meeting
to Shareholders entitled to vote thereat. Such notice shall be given by the
Secretary or the Assistant Secretary, or if there be no such Officer, or in the
case of his or her neglect or refusal, by any Director or Shareholder.
Such notices or any reports shall be given personally or by mail or
other means of written communication as provided in Sec. 601 of the Code and
shall be sent to the Shareholder's address appearing on the books of the
Corporation, or supplied by him or her to the Corporation for the purpose of
notice, and in the absence thereof, as provided in Sec. 601 of the Code.
Notice of any meeting of Shareholders shall specify the place, the day
and the hour of meeting, and (1) in case of a special meeting, the general
nature of the business to be transacted and no other business may be transacted,
or (2) in the case of an annual meeting, those matters which the Board at date
of mailing, intends to present for action by the Shareholders. At any meetings
where Directors are to be elected, notice shall include the names of the
nominees, if any, intended at date of notice to be presented by management for
election.
If a Shareholder supplies no address, notice shall be deemed to have
been given if mailed to the place where the principal executive office of the
Corporation, in California, is situated, or published at least once in some
newspaper of general circulation in the county of said principal office.
Notice shall be deemed given at the time it is delivered personally or
deposited in the mail or sent by other means of written communication. The
Officer giving such motive or report shall prepare and file an affidavit or
declaration thereof.
When a meeting is adjourned for forty-five (45) days or more, notice of
the adjourned meeting shall be given as in case of an original meeting. Save, as
aforesaid, it shall not be necessary to give any notice of adjournment or of the
business to be transacted at an adjourned meeting other than by announcement at
the meeting at which such adjournment is taken.
SECTION 5. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS.
The transaction of any meeting of Shareholders, however called and
noticed, shall be valid as though had at a meeting duly held after regular call
and notice, if a quorum be present either in person or by proxy, and if, either
before or after the meeting each of the Shareholders entitled to vote, not
present in person or by proxy, sign a written waiver of notice, or a consent to
the holding of such meeting or an approval of the minutes thereof. All such
waivers, consents or approvals shall be filed with the corporate records or made
a part of the minutes of the meeting. Attendance shall constitute a waiver of
notice, unless objection shall be made as provided in Sec.
601 (e).
SECTION 6. SHAREHOLDERS ACTING WITHOUT A MEETING -DIRECTORS.
Any action which may be taken at a meeting of the Shareholders, may be
taken without or notice of meeting if authorized by a writing signed by all of
the Shareholders entitled to vote at a meeting for such purpose, and filed with
the Secretary of the Corporation, provided, further, that while ordinary
directors can only be elected by unanimous written consent under Sec. 603 (d),
if the Directors fail to fill a vacancy, then a Director to fill that vacancy
may be elected by the written consent of person holding a majority of shares
entitled to vote for the election of Directors.
SECTION 7. OTHER ACTIONS WITHOUT A MEETING.
Unless otherwise provided in the GCL or the Articles, any action which
may be taken at any annual or special meeting of Shareholders may be taken
without a meeting and without prior notice, if a consent in writing, setting
forth the action so taken, signed by the holders of outstanding shares having
not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted.
Unless the consents of all Shareholders entitled to vote have been
solicited in writing,
(1) Notice of any Shareholder approval pursuant to Secs. 310,
317, 1201 or 2007 without a meeting by less than unanimous written consent shall
be given at least ten (10) days before the consummation of the action authorized
by such approval, and
(2) Prompt notice shall be given of the taking of any other
corporate action approved by Shareholders without a meeting by less than
unanimous written consent, to each of those Shareholders entitled to vote who
have not consented in writing.
Any Shareholders giving written consent, or the Shareholder's proxy
holders, or a transferee of the shares of a personal representative of the
Shareholder or their respective proxy holders, may revoke the consent by a
writing received by the Corporation prior to the time that written consents of
the number of shares required to authorize the proposed action have been filed
with the Secretary of the Corporation, but may not do so thereafter. Such
revocation is effective upon its receipt by the Secretary of the Corporation.
SECTION 8. QUORUM.
The holders of a majority of the shares entitled to vote thereat,
present in person, or represented by proxy, shall constitute a quorum at all
meetings of the Shareholders for the transaction of business except as otherwise
provided by law, by the Articles of Incorporation, or by these Bylaws. If,
however, such majority shall not be present or represented at any meeting of the
Shareholders, the Shareholders entitled to vote thereat, present in person, or
by proxy, shall have the power to adjourn the meeting from time to time, until
the requisite amount of voting shares shall be present. At such adjourned
meeting at which the requisite amount of voting share shall be represented, any
business may be transacted which might have been transacted at a meeting as
originally notified.
If a quorum be initially present, the Shareholders may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Shareholders to leave less than a quorum, of any action taken is approved by a
majority of the Shareholders required to initially constitute a quorum.
SECTION 9. VOTING.
Only persons in whose names shares entitled to vote stand on the stock
records of the corporation on the day of any meeting of Shareholders, unless
other day be fixed by the Board of Directors for the determination of
Shareholders of record, and then on such other day, shall be entitled to vote at
such meeting provided the candidate's name has been placed in nomination prior
to the voting and one or more Shareholders has given notice at the meeting prior
to the voting of the Shareholder's intent to cumulate the Shareholder's votes,
every Shareholder entitled to vote at any election for directors of any
corporation for profit may cumulate their votes and give one candidate a number
of votes equal to the number of Directors to be elected multiplied by the number
of votes to which his or her shares are entitled, or distribute his or her votes
on the same principle among as many candidates as he or she thinks fit.
The candidates receiving the highest number of votes up to the number
of directors to be elected are elected.
The Board of Directors may fix a time in the future not exceeding
thirty (30) days preceding the date of any meeting of Shareholders or the date
fixed for the payment of any dividend or distribution, or for the allotment of
rights, or when any change or conversion or exchange of shares shall go into
effect, as a record date for the determination of the Shareholders entitled to
notice of and to vote at any such meeting, or entitled to receive any such
dividend or distribution, or any allotment of rights, or to exercise the rights
in respect to any such change, conversion or exchange of shares. In such case
only Shareholders of record on the date so fixed shall be entitled to notice of
and to vote at such meeting, or to receive such dividends, distribution or
allotment of rights, or to exercise such rights, as the case may be
notwithstanding any transfer of any share on the books of the Corporation
against transfers of shares during the whole or any part of such period.
SECTION 10. PROXIES.
Every Shareholder entitled to vote, or to execute consents, may do so,
either in person or by written proxy, executed in accordance with the provisions
of Secs. 604 and 705 of the Code and filed with the Secretary of the
Corporation.
SECTION 11. ORGANIZATION.
The President, or in the absence of the President, any Vice President,
shall call the meeting of the Shareholders to order, and shall act as Chairman
of the meeting. In the absence of the President and all of the Vice Presidents,
Shareholders shall appoint a chairman for such meeting. The Secretary of the
Corporation shall act as Secretary of all meetings of the Shareholders, but in
the absence of the Secretary at any meeting of the Shareholders, the presiding
Officer may appoint any person to act as Secretary of the meeting.
SECTION 12. INSPECTORS OF ELECTION.
In advance of any meeting of Shareholders the Board of directors may,
if they so elect, appoint inspectors of election to act at such meeting or any
adjournment thereof. If inspectors of election be not so appointed, or if any
persons so appointed fall to appear or refuse to act, the chairman of any such
meeting may, and on the request of any Shareholders or his or her proxy shall,
make such appointment at the meeting in which case the number of inspectors
shall be either one (1) or three (3) as determined by a majority of the
Shareholders represented at the meeting.
SECTION 13. (A) SHAREHOLDERS' AGREEMENTS.
Notwithstanding the above provisions, in the event this Corporation elects to
become a close corporation, an agreement between two (2) or more Shareholders
thereof, if in writing and signed by the parties thereof, may provide that in
exercising any voting rights the shares held by them shall be voted as provided
therein or in Sec. 706, and may otherwise modify these provisions as to
Shareholders' meetings and actions.
(B) EFFECT OF SHAREHOLDERS' AGREEMENTS.
Any Shareholders' Agreement authorized by Sec. 300 (b), shall only be
effective to modify the terms of these Bylaws if this Corporation elects to
become a close corporation with appropriate filing of or amendment to its
Articles as required by Sec. 202 and shall terminate when this Corporation
ceases to be a close corporation. Such an agreement cannot waive or alter Sees.
158, (defining close corporations), 202 (requirements of Articles of
Incorporation), 500 and 501 relative to distributions, 111 (merger), 1201 (e)
(reorganization) or Chapters 15 (Records and Reports), 16 (rights of
Inspection), 18 (Involuntary dissolution) or 22 (Crimes and Penalties).
Any other provisions of the Codes or these Bylaws may be altered or waived
thereby, but to the extent they are not so altered or waived, these Bylaws shall
be applicable.
ARTICLE V
CERTIFICATES AND TRANSFER OF SHARES
SECTION 1. CERTIFICATES FOR SHARES.
Certificates for shares shall be of such form and device as the Board
of Directors may designate and shall state the name of the record holder of the
shares represented thereby; its number; date of issuance; the number of shares
for which it is issued; a statement of the rights, privileges, preferences and
restrictions, if any; a statement as to the redemption or conversion, if any; a
statement of liens or restrictions upon transfer or voting, if any; if the
shares be assessable or, if assessments are collectible by personal action, a
plain statement of such facts.
All certificates shall be signed in the name of the Corporation by the
Chairman of the Board or Vice Chairman of the Board or the President or Vice
President and by the Chief Financial Officer or an Assistant Treasurer or the
Secretary or any Assistant Secretary, certifying the number of shares and the
class or series of shares owned by the Shareholders.
Any or all of the signatures on the certificate may be facsimile. In
case any Officer, transfer agent, or register who has signed or whose facsimile
signature has been placed on a certificate shall have ceased to be that Officer,
transfer agent, or registrar before that certificate is issued, it may be issued
by the Corporation with the same effect as if that person were an Officer,
transfer agent, or registrar at the date of issue.
SECTION 2. TRANSFER ON THE BOOKS.
Upon surrender to the Secretary or transfer agent of the Corporation of
a certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
Corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.
SECTION 3. LOST OR DESTROYED CERTIFICATES.
Any person claiming a certificate of stock to be lost or destroyed
shall make an affidavit or affirmation of that fact and shall, if the directors
so require, give the Corporation a bond of
indemnity, in form and with one more sureties satisfactory to the Board, in at
least double the value of the stock represented by said certificate, whereupon a
new certificate may be issued in the same tenor and for the same number of
shares as the one alleged to be lost or destroyed.
SECTION 4. TRANSFER AGENTS AND REGISTRARS.
The Board of Directors may appoint one or more agents or transfer
clerks, and one or more registrars, which shall be an incorporated bank or trust
company, either domestic or foreign, who shall be appointed at such times and
places as the requirements of the corporation may necessitate and the Board of
Directors may designate.
SECTION 5. CLOSING STOCK TRANSFER BOOKS - RECORD DATE.
In order that the Corporation may determine the Shareholders entitled
to notice of any meeting or to vote or entitled to receive payment of any
dividend or other distribution or allotment of any rights or entitled to
exercise any rights in respect of any other lawful action, the Board may fix, in
advance, a record date, which shall not be more than sixty (60) nor less than
ten (10) days prior to the date of such meeting nor more than sixty (60) days
prior to any other action.
If no record date is fixed; the record date for determining
Shareholders entitled to notice of or to vote at a meeting of Shareholders shall
be at the close of business on the business day next preceding the day on which
notice is given, or, if notice is waived, at the close of business on the
business day next preceding the day on which the meeting is held. The record
date for determining Shareholders entitled to give consent to corporate action
in writing without a meeting, when no prior action by the Board is necessary,
shall be the day on which the first written consent is given.
The record date for determining Shareholders for any other purpose
shall be at the close of business on the day on which the Board adopts the
resolution relating thereto, or the sixtieth (60th) day prior to the date of
such other action, whichever is later.
SECTION 6. LEGEND CONDITION.
In the event any shares of this corporation are issued pursuant to a
permit or exemption therefrom requiring the imposition of a legend condition,
the person or persons issuing or transferring said shares shall make sure said
legend appears on the certificate and shall not be
required to transfer any shares free of such legend unless an amendment to such
permit or new permit be first issued so authorizing such a deletion.
SECTION 7. CLOSE CORPORATION CERTIFICATES.
All certificates representing shares of this Corporation, in the event
it shall elect to become a close corporation, shall contain the legend required
by Sec. 418 (c).
SECTION 8. PLEDGED OR HYPOTHECATED SHARES.
Any shareholders desiring to borrow money on or hypothecate any or all
of the shares of stock held by such shareholder shall first mail notice in
writing to the Secretary of this Corporation of his or her intention to do so.
Said notice shall specify the number of shares to be pledged or 0, the amount to
be borrowed per share, the terms, rate of interest, and other provisions upon
which each shareholder intends to make such loan or hypothecation. The secretary
shall, within five (5) days thereafter, mail or deliver a copy of said notice to
each of the other Shareholders of record of this Corporation. Such notice may be
delivered to such Shareholder personally, or may be mailed to the last known
addresses of such Shareholders as the same may appear on the books of this
Corporation. Within fifteen (15) days after the mailing or delivering of said
notice to said Shareholders, any such Shareholder or Shareholders desiring to
lend any part or all of the amount sought to be borrowed, as set forth in said
notice, at the terms therein specified, shall deliver by mail, or otherwise, to
the Secretary of this Corporation a written offer or offers to lend a certain
amount of money for the term, at the rate of interest, and upon other provisions
specified in said notice.
If the total amount of money subscribed in such offers exceeds the
amount sought to be borrowed, specified in said notice, each offering
Shareholder shall be entitled to lend such proportion of the amount sought to be
borrowed, as set forth in said notice, as the number of shares which he or she
holds bears to the total number of shares held by all such Shareholders desiring
to lend all or part of the amount specified in said notice.
If the entire amount of monies sought to be borrowed, as specified in
said notice, is not subscribed as set forth in the preceding paragraphs, each
Shareholder desiring to lend an amount in excess of his or her proportionate
share, as specified in the preceding paragraph, shall be entitled to lend such
proportion of the subscribed amount as the total number of shares held by
all of the Shareholders desiring to lend an amount in excess of that to which
they are entitled under such apportionment. If there be but one Shareholder so
desiring to lend, such Shareholder shall be entitled to lend up to the full
amount sought to be borrowed.
If none, or only a part of the amount sought to be borrowed, as
specified in said notice, is subscribed as aforesaid, in accordance with offers
made within said fifteen (15) day period, the Shareholder desiring to borrow may
borrow from any person or persons he or she may so desire as to any or all
shares of stock held by him or her which have not been covered by lending
Shareholders; provided, however, that said Shareholders shall not borrow any
lesser amount, or any amount on term less favorable to the borrower, than those
specified in said notice to the Secretary.
Any pledge or hypothecation, or other purported transfer as security
for a loan of the shares of this Corporation, shall be null and void unless the
terms, conditions and provisions of these Bylaws are strictly observed and
followed.
ARTICLE VI
RECORDS - REPORTS - INSPECTION
SECTION 1. RECORDS.
The Corporation shall maintain, in accordance with generally accepted
accounting principles, adequate and correct accounts, books and records of its
business and properties. All of such books, records and accounts shall be kept
at its principal executive office in the State of California, as fixed by the
Board Directors from time to time.
SECTION 2. INSPECTION OF BOOKS AND RECORDS.
All books and records provided for in Sec. 1500 shall be open to
inspection of the Directors and Shareholders from time to time and in the manner
provided in said Sec. 1600 - 1602.
SECTION 3. CERTIFICATION AND INSPECTION OF BYLAWS.
The original or a copy of these Bylaws, as amended or otherwise altered
to date, certified by the Secretary, shall be kept at the Corporation's
principal executive office and shall be open to
inspection by the Shareholders of the Corporation at all reasonable times
during office hours, as provided in Sec. 213 of the Corporations Code.
SECTION 4. CHECKS, DRAFTS, ETC.
All checks, drafts, or other orders for payment of money, notes or
other evidence of indebtedness, issued in the name of or payable to the
Corporation, shall be signed or endorsed by such person or persons and in such
manner as shall be determined from time to time by resolution of the Board of
Directors.
SECTION 5. CONTRACTS, ETC. - HOW EXECUTED.
Me Board of Directors, except as in the Bylaws otherwise provided, may
authorize any Officer or Officers, agent or agents, to enter into any contract
or execute any instrument in the name of and on behalf of the Corporation. Such
authority may be general or confined to specific instances. Unless so authorized
by the Board of Directors, no Officer, agent or employee shall have any power or
authority to bind the Corporation by any contract or agreement, or to pledge its
credit, or to render it liable for any purpose or to any amount, except as
provided in Sec. 313 of the Corporation Code.
ARTICLE VII
ANNUAL REPORTS
SECTION 1. REPORTS TO SHAREHOLDERS, DUE DATE.
The Board of directors shall cause an annual report to be sent to the
Shareholders not later than one hundred twenty (120) days after the close of the
fiscal or calendar year by the Corporation. This report shall be sent at least
fifteen (15) days before the annual meeting of Shareholders to be held during
the next fiscal year and in the manner specified in Section 4 of Article IV of
these Bylaws for giving notice to Shareholders of the Corporation. The annual
report shall contain a balance sheet as of the end of the fiscal year and an
income statement and statement of changes in financial position for the fiscal
year, accompanied by any report of independent accountants or, if there is no
such report, the certificate of an authorized Officer of the Corporation that
the statements were prepared without audit from the books and records of the
Corporation.
SECTION 2. WAIVER.
The annual report to Shareholders referred to in Section 1501 of the
California General Corporation Law is expressly dispensed with so long as this
Corporation shall have less than one hundred (100) Shareholders. However,
nothing herein shall be interpreted as prohibiting the Board of Directors from
issuing annual or other periodic reports to the Shareholders of the Corporation
as they consider appropriate.
ARTICLE VIII
AMENDMENTS TO BYLAWS
SECTION 1. AMENDMENTS BY SHAREHOLDERS.
New Bylaws may be adopted or these Bylaws may be amended or repealed by
the vote or written consent of holders of a majority of the outstanding shares
entitled to vote; provided, however, that if the Articles of Incorporation of
the Corporation set forth the number of authorized Directors of the Corporation,
the authorized number of Directors may be changed only be an amendment of the
Articles of Incorporation.
SECTION 2. POWERS OF DIRECTORS.
Subject to the right of the Shareholders to adopt, amend or repeal
Bylaws, as provided in Section 1 of this Article VIII, and the limitations of
Sec. 204 (a) (5) and Sec. 212, the Board of Directors may adopt, amend or repeal
any of these Bylaws other than a Bylaws or amendment thereof changing the
authorized number of Directors.
SECTION 3. RECORD OF AMENDMENTS.
Whenever an amendment or new Bylaw is adopted, it shall be copied in
the book of Bylaws with the original Bylaws, in the appropriate place. If any
Bylaw is repealed, the fact of repeal with the date of the meeting at which the
repeal was enacted or written assent was filed shall be stated in said book.
ARTICLE IX
CORPORATE SEAL
The corporate seal shall be circular in form, and shall have inscribed
thereon the name of the Corporation, the date of its incorporation, and the word
" California."
ARTICLE X
MISCELLANEOUS
SECTION 1. REFERENCES TO CODE SECTIONS.
"Sec." references herein refer to the equivalent Sections of the
General Corporation Law effective January 1, 1977, as amended.
SECTION 2. REPRESENTATION OF SHARES IN OTHER CORPORATIONS.
Shares of other corporations standing in the name of this Corporation
may be voted or represented and all incidents thereto may be exercised on behalf
of the Corporation by the Chairman of the Board, the President or any Vice
President and the Secretary or an Assistant Secretary.
SECTION 3. SUBSIDIARY CORPORATIONS.
Shares of this Corporation owned by a subsidiary shall not be entitled
to vote on any matter. A subsidiary for there purposes is defined as a
corporation, the shares of which possessing more than 25% of the total combined
voting power of all classes of shares entitled to vote, are owned directly or
indirectly through one (1) or more subsidiaries.
SECTION 4. INDEMNITY.
The Corporation may indemnify agents of the corporation (as defined in
Cal. Corp. Code Sec. 317(a)), for breach of duty to the Corporation and its
Shareholders where the approval required in Cal. Corp. Code Sec. 317 (e) has
been secured. However, an agent may not in any circumstance be indemnified for
acts or omissions that constitute intentional misconduct, the knowing and
culpable violation of the law, the absence of good faith, the receipt of an
improper personal benefit, a reckless disregard or unexcused inattention to the
agent's duty to act in the best interests of the Corporation and its
Shareholders. An agent also may not be indemnified for
any act or omission which falls under Cal. Corp. Code Secs. 3 10 or 316, or
where indemnification is expressly prohibited under Cal. Corp. Sec. 317.
SECTION 5. ACCOUNTING YEAR.
The accounting year of the Corporation shall be fixed by resolution of
the Board of Directors.
CERTIFICATE OF ADOPTION OF BYLAWS
ADOPTION BY INCORPORATOR OR FIRST DIRECTOR,
The undersigned person named in the Articles of Incorporation as the
Incorporator or First Director of the above named Corporation hereby adopt the
same as the Bylaws of said Corporation.
Executed this 1st day of January, 1991.
/s/ Robert E. Geddes
--------------------
ROBERT E. GEDDES
CERTIFICATE BY SECRETARY
I DO HEREBY CERTIFY AS FOLLOWS:
That I am the duly elected, qualified and acting Secretary of the
above-named Corporation, that the foregoing Bylaws were adopted as the Bylaws of
said Corporation on the date set forth above by the person named in the Articles
of Incorporation as the Incorporator or First Director of said Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal this 1st day of January, 1991.
/s/ Robert E. Geddes
--------------------
ROBERT E. GEDDES
Secretary
CERTIFICATE BY SECRETARY OF ADOPTION BY SHAREHOLDERS' VOTE.
THIS IS TO CERTIFY:
That I am the duly elected, qualified and acting Secretary of the above
named Corporation and that the above and foregoing code of Bylaws was submitted
to the Shareholders at their first meeting and recorded in the minutes thereof,
was ratified by the vote of the Shareholders entitled to exercise the majority
of the voting power of said Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand this 1st day of
January, 1991.
/s/ Robert E. Geddes
--------------------
ROBERT E. GEDDES
Secretary